Randal Klein

About Randal T. Klein

Randal Klein (age 60) joined XBP’s Board on July 29, 2025, as part of the post‑restructuring reconstitution; he is a Senior Portfolio Manager at Avenue Capital Management II, L.P., and a National Association of Corporate Directors Board Leadership Fellow . He holds an MBA in finance from the Wharton School and a BS in aerospace engineering from the University of Virginia; prior roles include SVP at Lehman Brothers (restructuring advisory, M&A, sponsors) and engineering/marketing at Boeing . XBP Europe Holdings, Inc. simultaneously adopted its Amended Charter and changed its name to XBP Global Holdings, Inc. on the Effective Date (July 29, 2025) .

Past Roles

External Roles

Board Governance

• Committee assignments: post‑restructuring board expanded to seven and four creditor‑designated nominees (including Klein) were appointed; specific committee assignments for new directors were not disclosed in the 8‑K .
• Pre‑restructuring committees comprised independent directors: Audit (Reynolds, Clark, Akins; Reynolds chair), Compensation (Reynolds, Clark, Akins; Clark chair), Nominating (Reynolds chair; Clark, Akins) .
• Independence: prior board determined each director other than Par Chadha and Andrej Jonovic qualified as independent under Nasdaq rules; after the restructuring XBP is no longer a “controlled company” (majority independent board expected), but independence status of newly appointed directors, including Klein, is not explicitly stated; Klein’s Avenue affiliation should be evaluated in independence determinations .
• Executive sessions: non‑management directors meet periodically in executive session without management .
• Attendance: not disclosed in the proxy or 8‑K.

Fixed Compensation

XBP’s 2024 non‑employee director compensation policy (approved January 2024) sets the baseline for director pay; specific grants to Klein were not disclosed post‑appointment.

Additional governance changes: stock plan amended to increase authorized shares (5,000,000 base; conditional to 10% of outstanding post‑restructuring), potentially affecting future director equity awards .

Performance Compensation

• No performance‑based metrics tied to director compensation were disclosed; director equity is time‑based per policy, not linked to operational KPIs .

Other Directorships & Interlocks

• Klein’s Avenue affiliation is notable given Avenue Capital’s expected post‑restructuring stake in XBP (~9.8% assuming warrant exercise), creating a shareholder‑director interlock that can influence board dynamics .
• Other major holders: Gates Capital (~25.9%) and ETI (~27.1%, assuming warrant exercise) may affect governance and voting blocs .

Expertise & Qualifications

• Distressed investing, restructuring and transaction execution experience (Avenue/Lehman) aligned with XBP’s post‑Chapter 11 capital structure needs .
• Engineering and operations background (Boeing) plus NACD Board Leadership Fellow credential support oversight in technology‑enabled services .

Equity Ownership

Direct beneficial ownership by Klein was not disclosed; Avenue’s holdings provide indirect alignment.

Ownership guidelines, pledging/hedging policies for directors were not disclosed; corporate governance guidelines and Code of Ethics are posted but without specific numeric ownership requirements in the proxy .

Governance Assessment

• Strengths:

  • Board de‑staggering and move away from “controlled company” status; creditor‑designated additions bring restructuring and digital operations expertise .
  • Adoption of Shareholder Rights (“poison pill”) provides near‑term takeover defense during capital structure transition; term limited to 18 months .
  • Registration Rights Agreement establishes orderly liquidity path for new holders, with lock‑up coordination to support market stability .

• Red flags / conflict considerations:

  • Avenue affiliation: Klein’s role at a significant shareholder (Avenue ~9.8%) presents potential related‑party influence; independence must be assessed under Nasdaq considering this relationship .
  • Creditor designation rights: four nominees, including Klein, were appointed via a one‑time creditor right; while appropriate in restructurings, this can shift board priorities toward creditor/shareholder blocs rather than minority investors .
  • Complex financing stack: high secured indebtedness and multiple creditor agreements increase governance demands on audit and risk oversight committees; BPA Group’s prior material weaknesses and going‑concern issues elevate oversight risk .
  • Anti‑takeover device (rights plan) may limit shareholders’ ability to realize takeover premiums, requiring clear board rationale and sunset monitoring .

• Signals to watch:

  • Committee assignments for new directors (audit/compensation/nominating) and identification of Lead Independent Director once the board finalizes roles .
  • Any related‑party transactions or approvals involving Avenue/ETI/Gates; audit committee oversight of such items per charter .
  • Director equity grants under the amended stock plan and any changes in cash vs. equity mix for directors post‑restructuring .

Attendance rates, individual director equity grant details (dates, share counts), and insider trading activity for Klein were not disclosed in the proxy or 8‑K documents reviewed.